Item 5. Other Information
ITEM 5. OTHER INFORMATION.
Resignation of Chairman and CEO
On June 7, 2024, Douglas T. Moore resigned from his positions as Chairman,
Chief Executive Officer and President . Mr. Moore’s resignation was not due to any disagreement with our company on any matter relating
to our operations, policies or practices.
On June 10, 2024, we entered into a separation agreement and release
of claims, or the Separation Agreement, with Mr. Moore providing for the separation of his employment with our company effective as of
June 7, 2024. Under the Separation Agreement, we agreed to pay Mr. Moore a severance payment in the amount of $80,000, payable in $10,000
installments every two weeks consistent with our existing payroll practices, and agreed to pay all previously earned, accrued, and unpaid
benefits from our company and its employee benefit plans. We also agreed to issue 20,000 shares of class B common stock to Mr. Moore on
January 2, 2025.
Mr. Moore helped us complete our initial public offering and successfully
list on NYSE American. We expect that Mr. Moore will continue as a trusted advisor to our company and assist us to build a broad base
of customers and pursue strategic initiatives as needed. Under the planned advisory agreement with Mr. Moore, he would be entitled to
receive a ten percent (10%) commission on revenues actually received during a two-year period from certain new clients that Mr. Moore
introduces to us. The Separation Agreement also includes a customary mutual release of claims by Mr. Moore and our company,
as well as customary confidentiality and mutual non-disparagement provisions.
Appointment of Chairman and CEO
On June 7, 2024, our Board of Directors, upon recommendation of the
Nominating and Corporate Governance Committee, appointed Clayton Adams , a significant stockholder and founder, as Chairman, Chief Executive
Officer and President.
Clayton Adams is one of our founders and previously served as our President, Chief Financial Officer and as a member of our board of directors
from September 2022 until July 2023. Since January 2020, Mr. Adams has served as Principal at Bird Dog Capital LLC, where he leads various
investments. Mr. Adams gained experience developing the growth of small companies as Chief Executive Officer of Carson Enterprises, Inc.,
a company engaged in landscaping and construction, from March 2009 to February 2019. At Carson Enterprises, Inc., Mr. Adams expanded the
company and successfully sold the company in February 2019. Mr. Adams is also a member of the board of directors and serves on the audit,
compensation and nominating committees of Signing Day Sports, Inc. Mr. Adams graduated from Red Oak High School in 2007. We believe that
Mr. Adams is qualified to serve on our board of directors due to his experience in small-cap companies, scaling operations, and financial
background.
Mr. Adams was appointed to serve until his successor is duly elected
and qualified. There are no family relationships between Mr. Adams and our existing directors and officers. There are no arrangements
or understandings between Mr. Adams and any other persons pursuant to which he was selected. See Part I, Item 2 “Management’s
Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” for a description
of certain loans to us from Mr. Adams. Except for those loans, there has been no transaction, nor is there any currently proposed transaction,
between Mr. Adams and us that would require disclosure under Item 404(a) of Regulation S-K.
30
ITEM 6. EXHIBITS.
Exhibit No.
Description of Exhibit
3.1
Articles of Incorporation of CleanCore Solutions, Inc., as amended (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed on October 10, 2023)
3.2
Bylaws of CleanCore Solutions, Inc. (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 filed on October 10, 2023)
4.1
Class B Common Stock Purchase Warrant issued to Boustead Securities, LLC on April 30, 2024 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on May 1, 2024)
10.1
Form of 10% Original Issue Discount Convertible Promissory Note relating to the 2024 private placement (incorporated by reference to Exhibit 10.2 to Amendment No. 3 to the Registration Statement on Form S-1/A filed on February 23, 2024)
10.2
Loan Agreement, dated March 26, 2024, between CleanCore Solutions, Inc. and Clayton Adams (incorporated by reference to Exhibit 10.14 to Amendment No. 6 to the Registration Statement on Form S-1/A filed on March 27, 2024)
10.3
Revolving Credit Note issued by CleanCore Solutions, Inc. to Clayton Adams on March 26, 2024 (incorporated by reference to Exhibit 10.15 to Amendment No. 6 to the Registration Statement on Form S-1/A filed on March 27, 2024)
10.4
Business Property Lease Second Amendment, dated March 20, 2024, between RMR Mercury I-80, LLC and CleanCore Solutions, Inc. (incorporated by reference to Exhibit 10.18 to Amendment No. 6 to the Registration Statement on Form S-1/A filed on March 27, 2024)
10.5
Employment Agreement, dated February 5, 2024, between CleanCore Solutions, Inc. and Douglas T. Moore (incorporated by reference to Exhibit 10.19 to Amendment No. 3 to the Registration Statement on Form S-1/A filed on February 23, 2024)
31.1*
Certifications of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*
Certifications of Principal Financial and Accounting Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**
Certifications of Principal Executive Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**
Certifications of Principal Financial and Accounting Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*
Inline XBRL Instance Document
101.SCH*
Inline XBRL Taxonomy Extension Schema Document
101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Filed herewith
** Furnished herewith
31
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
Date: June 10, 2024
CLEANCORE SOLUTIONS, INC.
/s/ Clayton Adams
Name:
Clayton Adams
Title:
Chief Executive Officer
(Principal Executive Officer)
/s/ David Enholm
Name:
David Enholm
Title:
Chief Financial Officer
(Principal Financial and Accounting Officer)
32
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.